Khorixas Gold Project is positioned as the flagship of Great Quest’s reverse takeover and the rebranding to Ongwe Minerals Inc., backed by a war chest of about N$90 million.
The TSX Venture Exchange has conditionally approved the reverse takeover of Great Quest Gold by Lotus Gold Corporation under a plan of arrangement.
Once completed, Lotus will become a wholly owned subsidiary of the restructured company, which will be renamed Ongwe Minerals Inc. and is expected to commence trading on the exchange under the symbol OGW next week, subject to the fulfilment of customary regulatory conditions.
The transaction is underpinned by a fully subscribed non-brokered concurrent financing that raised gross proceeds of US$4.85 million, equivalent to approximately N$90 million, with all funds already received.
The financing involved the issuance of 9.7 million shares at an effective price of US$0.50 per share, providing the restructured company with immediate funding at completion of the reverse takeover.
Of the total amount raised, about US$3 million was generated through a private placement of 6 million Lotus shares.
These shares will be exchanged for shares in the restructured company under the plan of arrangement and will not be subject to a four-month hold period under Canadian securities laws.
A further US$1.85 million was raised through the issue of 3.7 million shares directly in the restructured company at the same effective price, with these shares subject to a statutory four-month hold period in line with TSX Venture Exchange policies.
No finder’s fees were paid in connection with the financing, preserving the full proceeds for project advancement.
The company said the funds will be allocated to advancing its principal assets, led by the Khorixas Gold Project in Namibia, alongside the Eastern Desert Gold Project in Egypt.
Khorixas has been elevated as the flagship asset of the rebranded company, with the financing expected to support ongoing exploration, technical work and broader project development initiatives aimed at unlocking value across the portfolio.
As part of the restructuring, Great Quest will consolidate its issued and outstanding common shares on a 16-for-1 basis and formally adopt the name Ongwe Minerals Inc. Based on the current issued capital of about 186.7 million shares, the consolidation will reduce the number of shares in issue to approximately 11.7 million on a non-diluted basis, before giving effect to the reverse takeover and the concurrent financing.
The company’s authorised share capital will remain unchanged, while all outstanding convertible securities will be adjusted in accordance with their terms.
Great Quest expects to file its filing statement in accordance with TSX Venture Exchange requirements within days, after which the transaction could be completed within about a week.
Trading in the Ongwe Minerals shares is anticipated to begin shortly thereafter, with the exact listing date to be confirmed following consultation with the exchange.
The board of directors has approved the name change and share consolidation under the Business Corporations Act of British Columbia.
Shareholders holding physical share certificates will receive letters of transmittal detailing the exchange process. Those holding shares through brokerage accounts or in book-entry form will not be required to take any action.
